Thursday, March 12, 2015

Great Leaders Need Great Followers


Through the years I have been privileged to work with many outstanding individuals willing to share their knowledge so others could learn from their experience. This was especially true during my time with the Association of Corporate Counsel.  One such person was Bill Lytton.

Bill retired a few years ago as Senior Vice President and General Counsel of Tyco (where he was part of the “clean up” team after the scandal). He had a remarkable career that included, private practice, serving as a government prosecutor and special counsel to the President of the United States as well as being general counsel of two Fortune 500 companies. I had the privilege of working with Bill when he served on the ACC Board and later as its 2002 Chair.

While cleaning out my files I came across a copy of a speech he gave to a group of law students about the challenges of working for an organization (as opposed to being in private practice). I commend it to practicing in-house counsel or those thinking about going in-house.  You can find it at    

I believe Bill captured the essence of the qualities and skills one needs to be successful. I especially found his comments on the twin roles of being both a leader and follower intriguing.  We all have seen and heard a great deal about leadership, being a good leader, their power, influence and impact as well as striking examples of leadership failures.  Rarely do we hear about being a “follower” and when we do it usually has a pejorative tone or context.

As Bill noted, the traditional descriptions of leadership include:

  • Service—good leaders serve others;
  • Inspiration—good leaders inspire others with their words and, most importantly, their actions;
  • Vision—presented in a compelling way;
  • Honesty—people can believe what you say;
  • Integrity—living consistently to high standards of behavior; and 
  • Enabling and encouraging others to grow and develop into leaders.

We are all leaders in some way and we should aspire to achieve these standards no matter what our formal position in our organization might be.  Bill asserts that many of the corporate scandals and executives who found themselves and their companies under fire resulted from a failure of leadership.  (He is not alone in this regard.)

However, and this is where it gets interesting, he goes on to talk about “followership as a quality and attribute to which each of us should aspire.”  While we each may be a leader either formally or informally within our organization or department, we also are followers.  “There is no leader that does not, at the same time, follow, answer to and owe a duty to someone, whether it is a boss…board…or even the Community…”  Bill then states:

Fundamentally, followers owe a duty to their leaders and to the organizations in which they serve.  Simply stated, that duty is to help the leaders make the right decisions, and to remember what is really important.

Bill contends the corporate scandals we have read and heard about resulted from a failure of both leadership and followership.  The leaders lost sight of their responsibilities and failed; but so did the followers, who did not speak up and act.  As in-house counsel you have responsibilities greater than other employees.  Consequently, a time may come when you may be forced to decide between your career in the organization or doing the right thing.

Being a [leader] in an organization is a huge challenge, especially when you are not the leader…[N]o matter what your level within the organization, people will look up to you because of your status as a lawyer…Service, doing the right thing—legally as well as ethically, and setting the right example—these are the duties of leadership.

Being a [follower] in an organization requires courage, integrity, judgment, tact and resolve…[I]t is your job to steer your client, and your bosses and coworkers away from legal risk and towards positions that do not expose the organization or themselves—or yourself—to legal or public vilification.  It can sometimes be very difficult to summon the courage to do that.

Bill recognized the importance developing your own network of people whose judgment and discretion you can rely on.  “Don’t think you can do this alone, that you can become an [in-house counsel] for the first time and not need help, guidance, support and good advice. No one is that self-sufficient or wise.”  

The guidance Bill Lytton offered to a group of law students several years ago remains valid today.  I encourage you to look it over and take it to heart.

*A version of this article first appeared online in Canadian Lawyer InHouse on September 17, 2012.

Ten Rules for Proving Your Value

Ten Rules for Proving Your Value*
*A version of this article first appeared as a chapter in Demonstrating Value in In-House Teams (ARK Group 2014).

“Being valuable is like being a lady. If you have to tell people you are, you aren’t.” Margaret Thatcher

In-house counsel must be focused on providing value in today’s corporate legal environment. Failure to do so is likely to have adverse consequences for your career. So, I offer some “rules” to help you prove your value in the corporate setting.

During my career I have had the privilege of working with in-house counsel around the world. I am always struck by the commonality of issues and challenges faced by the in-house legal community. Proving value is one of the most basic and widespread.

Over the years I developed these “rules” from “takeaways” at numerous conferences and meetings, discussions with corporate counsel, and many conversations with leaders of the Association of Corporate Counsel (ACC). Being part of a global organization like ACC provided an incredible professional benefit – ready access to both thought leaders and the “wisdom of the crowd”. This article seeks to distill some of that wisdom.

Understanding value

1. First and foremost, you must always remember that the client defines value not the lawyer

You must align expectations with the client or educate the client to modify the expectations, otherwise your efforts to prove value likely will fall short.

The 3 Geeks and a Law Blog once noted that there is not one size fits all; the definition of value varies from organization to organization1:

“… accept ‘what is’… work within the current value perception of [y]our organization and stop fighting to demonstrate [y]our value in areas that are not valued....
[F]ollow the money and you will be able to tell what the organization values. It may not be what we value or even where we think we can contribute at the highest level, but if X is what the organization values, then X is where we must be. This means that there is no identical road map for everyone. We must each create our own value within each individual organization based on that organization, and not some preconceived notion…”.

To be successful, you must have a common, honest, and realistic understanding of the value drivers in your organization. While you should be observant and learn from what you see, it also would be wise to consult with your business colleagues and key stakeholders as your perception may be slanted. These colleagues may vary depending on your position in the corporate hierarchy but they could include the CEO, Board, CFO, business partner, or line manager. You then need to match your department activities with the value drivers of the organization.
Jeff Carr (General Counsel, FMC Technologies) a frequent speaker on this topic offers an interesting and succinct summary of this rule: “What my boss finds interesting, I find fascinating!”

2. Saving money is important, but value is more than just cost savings!

Invariably, any conversation about value focuses on (or at least includes) spending and saving money. Sometimes you must spend in order to improve outcomes, achieve strategic goals, or provide long-term value. We have all heard the lament about the outrageously high hourly rates charged by outside counsel. Yet, we all recognize that there are situations (e.g. bet the company litigation, strategic acquisition, or merger) where a few hours with the right lawyer at one thousand dollars per hour (or more) provides exceptional value. Other examples might include money spent for new technology such as a knowledge management or e-billing systems, as well as for management training. We all have heard the horror stories about ineffective spending; like everything else, the key is to spend wisely.

3. Your legal contribution is only part of your value proposition

Many leading in-house counsel play significant roles on the management team and provide strategic advice and guidance beyond answers to legal questions. A recent ACC report, “Skills for the 21st Century General Counsel”,2 (“ACC Skills Rreport”) concludes that a successful general counsel must be more than just a lawyer.

“Today, and in the future, a general counsel must offer much more than legal acumen. Our research shows that being a successful law department leader requires a more expansive notion of the concept of lawyering. This extended view encompasses not just legal advice, but also counseling and strategic input.
[T]he GC skill set needs to be multidisciplinary and much broader than simply understanding the law. For example, general counsel are above all — like the title implies — generalists, much like other senior executives. As generalists, they touch all areas of the law: employment, contracts, M&A, litigation, etc. But, successful general counsel also need to take a broad view of the external environment, analyze trends, and use that understanding to help the executive team ‘see around the corners,’ contribute to strategy, and be proactive about addressing potential legal and regulatory issues. If they wish to achieve their full potential, general counsel must contribute to the business more broadly than strictly responding to specific legal needs.”

4. As you move through your in-house career you develop a progression of skills

First level: efficient, dependable, and no surprises. Second level: manage budget, manage people, and understanding and accepting accountability. Third level: judgment, strategic perspective, and vision. All levels require the ability and willingness to communicate.

The ability to communicate includes the ability to listen and to understand what your colleagues actually need. Participants in the ACC Skills Rreport describe it this way:

“The first is an ability to listen well and calibrate responses to the nuances of the situation. Some interviewees referred to this trait as ‘emotional intelligence.’
Most lawyers are trained to talk most of the time – we are paid in order to offer our opinion. But the best in-house lawyers aren’t offering opinions most of the time; they are just listening. They are listening compassionately, they are listening emphatically, and they have a high degree of emotional intelligence, which allows them to appreciate the body language and emotion of the other person.
Others described this trait as being comfortable in your skin, and being able to engage with people and influence others to see your point of view. However defined, this trait is very useful to those seeking to become trusted counselors.
Second, effective GCs, both now and in the future, must communicate well, or, as one interviewee described it: ‘[T]alk about complex things simply and put them in context.’ Communicating effectively also includes the ability to craft and deliver messages appropriate to the audience. According to one GC, messages must be tailored and not delivered with a ‘cookie cutter.’”

5. The value proposition for in-house counsel varies

This depends upon: (A) where you are in the corporate hierarchy (GC, staff attorney, or somewhere in between); and (B) your audience (e.g. board, CEO, CFO, CLO, supervisor, business client). You may be dealing with several audiences at any given time. Certainly, if you are a staff attorney with no supervisory or management responsibilities the expectations will differ from those of the general counsel.

One general counsel explained it this way: “I often say that every attorney in the team has the same three jobs: (1) strategic advisor to their customer; (2) provider of legal services to help their customer achieve business objectives and maintain the ethical compass; and (3) build and manage high performance team to achieve (1) and (2). It's just a question as to for whom: Board and Executive, senior management or business function management.”

6. To provide value you must understand the business

To understand the business you must understand how the company makes its money. Remember what Yogi Berra3 once said: “You can observe a lot just by watching.” In-house counsel frequently assert that they understand the client and its needs better than outside counsel. I believe that to be true but it will not just happen – you must work at it. And while you work at this keep rule number 1 in mind.

Using metrics to prove value

7. In a corporation what is important gets measured

What gets measured gets done. As discussed above, you must understand the end game (or goal) in order to select meaningful metrics.

Perhaps the most commonly used metric is legal expenditures or budget management. The ACC Skills report notes that a general counsel “who consistently fails to accurately predict legal costs will certainly lose credibility (if not more) within the organization”. It goes on to conclude that effective budget management has become “table stakes” and a taken for granted job characteristic. One general counsel recently told me “meeting the budget targets, and being able to deliver short-term savings when they are requested (typically of all the businesses, not just me), is something that is an absolute requirement.”

8. Your legal department goals and metrics should align with and support the corporate goals

One GC described his approach like this:

“What I do find my management is most interested in (especially the CEO) is the legal strategy as such. First, does the legal strategy reflect the company's overall strategy (i.e. is it a real business strategy, does it support the company's overall goals). And does the legal strategy drive basic resource allocation decisions – where and how to invest, hire people, spend our time, etc… I find real benefits from talking about the business case behind our initiatives/strategy, because then my business counterparts know I think about helping the company in the same way they do.”

Another had a similar perspective:

“I’ve found that the metrics which really interest the C-Suite are those that tie into the business. For example, a company that spends money on trademarks or patents would want to show that doing so adds value to the business. In CFO speak – that the investment (cost to obtain, maintain and defend the IP) yields a positive net present value (using a metric such as increase in value of the brand or revenue stream from licensing the technology.”

Other metrics might include legal spend as a percentage of revenue, number of lawyers per billion dollars of revenue, and external spending as a percentage of revenue as well as number of patents filed, average filing timeline, and total patent application costs. One GC of a global telecom company described his approach as follows:

“I usually have each of my director reports – litigation, IP, transactional, corporate, etc. – develop the metrics that they specifically think represent organizational efficiency within their teams. For example, in the teams supporting business units or sales, it will be measuring the number of transactions and how long they take to close. With litigation it may be the number of active cases v. pre-litigation disputes broken down by type, exposure and length of the case. IP very similar – number of patents, trademarks and copyrights filed and granted. Obviously there are additional levels of granularity.”

9. Metrics should measure outcomes not activities

As John Wooden4 once said: “Don’t confuse activity with accomplishment”. Just because you are busy does not mean you are providing value. The metric that your department conducted five harassment training sessions and implemented an online compliance initiative is a start. The fact that harassment claims against the company declined by 75 per cent in the year following these training sessions shows the outcome and proves value.
As one general counsel in the health care industry explained:

“For our contract units, the key metrics are ‘volumes of contract by type’ and ‘total completion time by type of contract’ (we measure from the date the contract comes in the door to the date it is fully executed by both parties and we track that over the years… it is just amazing how much time is taken out of the process when all aspects (legal and non-legal) are measured in the completion time… it leads to process improvements such as e-sign, eliminating steps/people in the process, templates, negotiating master agreements with third parties that we have a high volume of contracts, and identification of clauses and business positions that slow down the process but add no value, e.g. unreasonable indemnification, choice of law, etc.”

10. Use metrics to drive continuous improvement

Do more than just collect data. To this end you should collect data that is actionable. Then look for ways to reduce or improve it. You should understand why you collect data and then use the data or stop collecting it.
One consultant cited the use of e-billing systems as a simple example:

“Some departments use e-billing systems to unlock the wealth of data that is in legal bills enabling them to become better managers of their work. For example, they may analyze e-billing data to show exactly who is doing the work, how long it takes, and what it costs – by individual and by function (partner/assoc./paralegal/staff), allowing in-house counsel to quickly check to see if firms are handling work at appropriate levels. The system can also check to make sure that retention guidelines are not being ignored, e.g. alerting in-house counsel when new people are cycling on and off projects without approval, or when new rate changes come through – most of which are missed with paper bills.”

Some departments use “after action” reports following major activities or litigation. Jeff Carr contends the “single most important step” you can take towards innovation and improvement is an “after action, lessons learned” process. After you complete a major project, review, analyze, and then implement necessary changes. As you do the review, keep the following in mind: 
·       It’s about business — not winning;
·       It’s about prevention — not firefighting;
·       It’s about simplicity — not complexity; and
·       It’s about the business — not interesting questions.


Much has been written about the unprecedented changes occurring in the legal profession and the “new normal”. We see new legal service delivery models, new products and services, as well as innovative technologies. Many organizations face strong competitive and economic threats to their existence. It is in this environment that the successful general counsel will need to exercise leadership, identify how the law department will provide value to the organization, and put forth meaningful metrics that clearly show that the department has achieved its goals.

The importance of communication, listening and understanding the business previously noted remain essential; as one general counsel with a European Multinational Company advised me:

“Over the years I’ve also tried various specific customer feedback mechanisms – asking key customers about the legal team’s services overall and about individual lawyers specifically. From that, I know the business wants very much to know the lawyers understand the business context, understand the challenges the business is facing, and can deliver advice in that context. No ivory tower solutions please.”

The ACC Value Challenge materials provide a wealth of resources and training opportunities that may help you achieve these goals. I encourage you to check them out at

1.     See:
2.     See:
3.     A famous American baseball player known for his mangled quotes, e.g. “It ain’t over ‘till it’s over”.
4.     A famous American basketball coach known for simple messages directed at how to be a success in life as well as basketball.

Situational Awareness and In-House Counsel

Situational Awareness and In-House Counsel: Technology*

Situational awareness is a relatively new term, applied most frequently by the military, emergency services and air traffic control. It is a complex field and has generated much study and many definitions. One that I like simply defines situational awareness as “being aware of one’s surroundings and identifying potential threats and dangerous situations.”

So, what does situational awareness have to do with today’s in-house counsel? To be effective, in-house counsel must practice good situational awareness in at least three areas: law, finance and technology. Today, I will focus on technology and save legal and financial situational awareness for another day.

For in-house counsel, situational awareness may simply involve knowing what is going on around you and its effect on your goals. Effective communication, understanding expectations and careful monitoring of what is happening are especially important. Your training and experience also affect situational awareness. These concepts are both familiar and important to in-house counsel.

A while back I spoke with a search consultant with a global practice about what it takes to be a good general counsel. Among other things, she described the importance of understanding the implications of technology and how to use it as increasingly being identified as a necessary skill set.

This got me thinking about two columns by Casey Flaherty, Corporate Counsel for Kia North America. In them, Flaherty describes how and why he audits his outside firms for their basic tech skills. In another story about Flaherty titled, "Big Law Whipped for Poor Tech Training," his keynote address about his tech audit at LegalTech West Coast is discussed. Flaherty has long been frustrated by large bills for routine commodity matters — just like many other in-house counsel. In his eyes, law firm inefficiency is a major factor. Therefore, he requires a firm to provide a senior associate to be tested on several basic skills such as using Word and Excel. His findings may surprise you: of the nine firms that have taken the test, all have failed. He contends this results in higher bills, and in response he takes 5 percent off every bill until they pass the test.

Flaherty recognized a problem most of us face — we rarely use all of the technology tools available to us, and the ones we do use we generally do not use to full capacity. (As I type this column, I am well aware that my Word and Excel skills are limited. I suspect the same is true for you as well.)  Most significantly, Flaherty now uses this information to help his client.

I asked Jeff Brandt, the editor Pinhawk, a daily law technology digest, about technology and situational awareness. He readily identified two “potential threats and dangerous situations” directly applicable to in-house counsel. First, he noted the importance of cyber security and hacking for both corporations and law firms. He cited Bank of America auditing the cyber security practices of its law firms, and the effort by Chinese hackers to scuttle the attempted takeover of Potash Corp. of Saskatchewan Inc., by BHP Billiton Ltd., a few years ago [described here]. Second, he referenced ediscovery and records retention, two issues that have been well documented in recent years as major concerns for in-house counsel.

These are but a few examples of how situational awareness can help you do a better job for your client. Indeed, for some it has become a minimum standard for professional competency. The American Bar Association stated that minimal professional competency includes keeping up with “the benefits and risks associated with relevant technology” in a comment to Rule 1.1 of its Model Rules of Professional Conduct.

How do you keep up-to-date without becoming a technological guru? I suggest a daily newsletter like Pinhawk, which I find especially helpful because it digests hundreds of articles in the tech area. You might also consider joining a networking group like ACC’s IT, Privacy & eCommerce Committee or simply checking out their online technology resources, which cover topics from cybercrime to social media.

As one security expert asserted, albeit in a different context, situational awareness is more of a mindset than a hard skill. One does not have to be an expert; any one with the will and self-discipline can exercise good situational awareness.

All in-house counsel should keep this in mind.

**Versions of this article appeared online in Canadian Lawyer InHouse on June 17, 2013 and ACC's In-house ACCess on June 20, 2013